FORM OF SERVICING AGREEMENT by and among FIFTH THIRD AUTO TRUST 20[ ]-[ ], as Issuer FIFTH THIRD BANK, as Servicer and as Indenture Trustee Dated as of [ ]Servicing Agreement • September 27th, 2019 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
This SERVICING AGREEMENT, dated as of [ ] (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among FIFTH THIRD AUTO TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), as servicer (in such capacity, the “Servicer”), and [ ], a [ ], as indenture trustee (the “Indenture Trustee”).
FORM OF SALE AGREEMENT between FIFTH THIRD AUTO TRUST 20[ ]-[ ], as Issuer and FIFTH THIRD HOLDINGS FUNDING, LLC, as Seller Dated as of [ ]Sale Agreement • September 27th, 2019 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
This SALE AGREEMENT, is made and entered into as of [ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between FIFTH THIRD AUTO TRUST 20[ ]-[ ] (the “Issuer”), a Delaware statutory trust (the “Issuer”), and FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Seller”).
FORM OF PURCHASE AGREEMENTPurchase Agreement • September 27th, 2019 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
This PURCHASE AGREEMENT is made and entered into as of [ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”), and FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF ADMINISTRATION AGREEMENT among FIFTH THIRD AUTO TRUST 20[ ]–[ ], as Issuer FIFTH THIRD BANK, as Administrator and as Indenture Trustee Dated as of [ ]Administration Agreement • September 27th, 2019 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
This ADMINISTRATION AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), dated as of [ ], is among FIFTH THIRD AUTO TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation, as administrator (the “Bank” or in its capacity as administrator, the “Administrator”), and [ ], a [ ], as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Sale Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified and in effect from time to time, the “Sale Agreement”), by and between Fifth Third Holdings Funding, LLC (the “Seller”), as seller, and the Issuer, which contains rules as to usage that are applicable herein.
FORM OF RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • September 27th, 2019 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
This RECEIVABLES SALE AGREEMENT is made and entered into as of [ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”).
FIFTH THIRD AUTO TRUST 20[ ]-[ ] FORM OF AMENDED AND RESTATED TRUST AGREEMENT among FIFTH THIRD HOLDINGS FUNDING, LLC, as the Depositor, as the Owner Trustee and as the Delaware Trustee Dated as of [ ]Trust Agreement • September 27th, 2019 • Fifth Third Holdings Funding, LLC • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of [ ] (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”) between FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Depositor”), [ ], a [ ], as the owner trustee (in such capacity, the “Owner Trustee”) and [ ], a [ ], as the Delaware trustee (in such capacity, the “Delaware Trustee”).
ASSET REPRESENTATIONS REVIEW AGREEMENT among FIFTH THIRD AUTO TRUST 20[●]-[●], as Issuer, FIFTH THIRD BANK, as Servicer and as Asset Representations Reviewer Dated as of [●], 20[●]Asset Representations Review Agreement • September 27th, 2019 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [●], 20[●] (this “Agreement”), among FIFTH THIRD AUTO TRUST 20[●]-[●], a Delaware statutory trust, as issuer (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation (“Fifth Third Bank”), as servicer (the “Servicer”), and [●], a [●], as asset representations reviewer (the “Asset Representations Reviewer”).
